Ultimate Scarlet Spider
by FireFox09
Summary: What if a kid from the real world went into the Ultimate Marvel Universe with knowledge about what will happen? What if he was bit by a spider as well? What changes can he make? Rated T for now.
1. Chapter 1: Growing Pains Part 1

_**Chapter 1: Growing Pains Part 1**_

A seventeen year old boy with messy brown hair and hazel eyes sighed as he sat in the back of his Algebra II class. His name is Cody Orlando and he's a High school senior with Autism. He is usually seen writing or drawing, even though he sucks at it, or he could be seen reading Ultimate Marvel Comic Books.

His all-time favorite hero in Ultimate Marvel was Spider-Man… The Peter Parker one, don't get him wrong he likes the idea of Miles Morales but he wishes that they didn't kill off Peter Parker… Or Wolverine… Or Daredevil… Hell he hated Ultimatum as a whole for killing most of the main heroes.

But it was Marvel's story so he couldn't do anything about it. So he opted to just not read that much of the new issues. He liked the original Ultimate Marvel better.

So with his textbook hiding it Cody was reading the first issue of Ultimate Spider-Man before someone snitched on him and he had it taken away being told that he would get it back after class.

Well since that was the last class of the day Cody walked away after grabbing his comic and he walked to his Locker, grabbed his bag and walked to his bus. Getting on it he plugged himself in with Linkin Park 'In the End' and Skillet 'Hero'.

He mostly listened to his music on his bus because he doesn't have that many friends except for his best pal Willy who lives next door to him but he has the Flu so he wasn't on the bus and he swears that he rides on the weirdest bus in the whole school with how everyone talks.

I mean seriously! Who talks about peeing in a butt on a bus?!(**AN: I am not kidding! This actually happened!**) Cody shudders as he heard people talk about that.

Anyways twenty minutes later he arrived at home to see that there was no car in the driveway so in confusion Cody walked in to see no one home… Hell even the furniture was gone.

"Hello?" He asked looking around he couldn't find his Dog or three cats and everything was getting hazy before he passed out.

Cody didn't know how long he was out but when he opened his eyes he found himself facedown inside an alleyway in… He doesn't know where he is at this moment.

"Hello?" Cody called out before he stopped… His voice was not that high pitched so running and after a few seconds he was out of breath he noticed people were taller than him and he figured out that he was in New York City since he could see the Statue of Liberty, he found his way to a window and he stared at his reflection.

… He was four years old again.

"The heck?!" Cody shouted in his high pitched voice. He was four years old with the brain of a seventeen year old… Weird the last time he was a kid he was mentally three years behind and now it's all reversed, "Okay Cody calm down!" He ordered himself, "There has to be a good explanation for this."

He walked through New York occasionally pinching himself to make sure he was awake and each time he felt pain but this was so unreal… I mean people don't go home in Illinois only to wake up as a four year old in New York… Do they?

Sighing he walked on in frustration when he heard a cry so he ran over to look around a corner to see a four year old kid with blonde hair along with a bald fat four year old picking on another four year old with brown hair wearing glasses, "Aw are you going to cry?" The blonde taunted.

"**HEY!**" Cody ran forward, "Leave him alone!"

"Or what?" The guy's friend taunted, "Are you going to tell your mommy on us?"

Cody didn't know what to do because he's never been in a fight before in his life but he has the knowledge of a teenager so he should be able to outsmart a kid, "I'll punch you!"

The two bullies looked at each other before busting out laughing before he punched Blondie in the face, "**HEY!**"

"I warned you!" Cody smirked before kicking fatty in between the legs and he was down.

Once that was done Cody helped the brunette kid up while Blondie held his nose in pain… He didn't break it but it hurt like heck, "I'll get you for this!" He shouted as he ran off with his fat friend not too far behind.

"Are you okay?" Cody asked as he helped the crying kid up.

The kid sniffed, "Y-y-yeah."

"That's good!" Cody smiled, "I'm Cody Orlando!"

"… Peter Parker."

Cody froze his eyes widening as he looked at Peter more intently and he sure looked like a young version of Peter Parker from the Ultimate Comics-… No… Freaking… Way!

'_**I'M IN THE ULTIMATE COMICS?!**_' Cody thought in pure shock, '_**I THOUGHT THAT THIS STUFF ONLY HAPPENED ON FANFICTION!**_'

"Nice to meet you Peter!" Cody acted like nothing was wrong especially since he was talking to the future Spider-Man, "Where are your parents?" He felt bad for bringing that up but he couldn't know about his Aunt and Uncle yet.

"… They're dead."

Cody looked down, "Sorry for bringing that up."

"It's okay, you didn't know."

'_… Uh yeah I did._' Cody thought guiltily.

The two boys spent a little time talking and Peter eventually got out of his inner shell… He wasn't the wisecracker from the comics yet but Cody thought that it was cool to get to know him when an elderly couple approached him, "Peter! Oh God what happened to you?" It was his Aunt.

"It's okay Aunt May!" He said with a smile, "Flash and Kenny kept picking on me but Cody here made them stop."

Cody blushed a bit because he was usually the one who was picked on back home and Willy kept the bullies off him, "I just did what I thought was right." He said honestly because he didn't know it was Peter Parker at the time but even if he knew he would've done the same thing in a heartbeat.

May Parker smiled at Cody for being honest while Ben Parker knelt down, "It's good that you did help him." He complimented which made Cody chuckle a bit.

Then May Parker looked around, "Where are your parents?" She asked hoping to meet them.

"… I don't know." Cody told them the truth because he doesn't even know where to go in New York… And there was no way he was going to tell these three that they were comic book characters because not only would they think that he was rude but they would think he was off his rocker so to speak.

Ben and May looked at each other before asking Cody to stay with Peter while they discussed something, "So what was that about anyway?" Cody asked hoping to talk to Peter more before he goes home.

"Oh… They were mad at me because I was smart in school today." Peter said sadly, "They hate anyone that's smarter than them."

"… And their solution is to take out their own frustration on another person?" Cody asked incredulous, "That's just stupid! If they want to do something about it they should pick up a book and read… Or maybe they can't read?" He joked causing Peter to snort in laughter.

Cody and Peter talked about science and since that was one of Peter's favorite subjects Cody listened to some of the theories that the four year old had already which nearly caused him to stare in amazement because science was not his strong point and yet here was a four year old that is speaking like a twenty-first century version of Albert Einstein.

After a few more close calls of falling asleep May and Ben came back, "So you don't have anywhere to stay?" Ben asked politely.

Cody shrugged so May spoke up next, "Then you could stay with us!" Now Cody was staring in amazement at the two of them and he wasn't the only one.

"Really Aunt May?" Peter asked in shock.

"Of course, you two get along already so why not?"

And just like that the Parker's gained a new family member.

_**~One Year Later~**_

"Come on Cody!" Peter begged, "Please?"

Cody shook his head rapidly, "No I am not going to let you stick me so you can get some blood for a project!"

"It won't hurt!" Peter promised but he was chasing Cody around the house holding a needle.

"Won't hurt my foot that needle is freaking long!" Cody shouted as he made it out the back door, "And I do not feel like becoming a pincushion!" But he stopped as he saw a mover's truck, "We're getting new neighbors?"

Peter came outside without the needle thankfully, "Oh yeah Aunt May's old friend Mrs. Watson is moving in next door and I hear that she has a niece the same age as us." Then he made a face, "Ewe! Girls!"

Cody stifled a chuckle knowing fully well that the girl is Mary Jane Watson and that she and Peter would eventually end up together… Thinking about that Cody knew that Uncle Ben would die after Peter gets his powers so he was going to try to prevent that because he grew to like the guy especially after he and Aunt May adopted him.

Although that itself was a problem since there were no records of a Cody Orlando being born anywhere on Earth but they figured since he was a child that he wasn't going under a fake identity and made a file on him… He really hopes that SHIELD won't question him about it when he's older but knowing his luck they will.

Then there's Ultimatum and the fact that Peter himself dies a year or two after getting his powers… How one guy with no powers is supposed to prevent that is beyond him and even if he could get Nick Fury to listen for a few minutes he doubt the guy would believe him and then lock him up for being crazy… But then again he deals with crazy super powered fugitives so why not?

But right now he heard Peter gasp and Cody followed his gaze to see a red head girl in a green shirt and blue shorts and Cody had to admit he could see how Peter fell in love with her that day so he elbowed him, "You catching flies or what?"

Peter's mouth closed shut immediately as Cody said that to glare at said boy who smiled innocently, "What?"

"Oh isn't this cute?" Cody teased in a sing-song voice, "Petey has a crush-!" Peter immediately put a hand to cover Cody's mouth.

"Shut it!" Peter hissed in embarrassment his face as red as a tomato.

"Oh come on Pete! You know that I'm just teasing you!" Cody said with a smirk, "But then again if you didn't have a crush you wouldn't be blushing would you?" His arm got punched for that, "Geez! Sorry!"

"Hello!" They turned to see the girl smiling at them as Mrs. Watson talked to Aunt May and Uncle Ben, "I'm Mary Jane!"

"Peter I'm!" Peter stuttered before he went red, "I mean I'm Peter Parker."

Cody chuckled a bit, "Cody Parker!" He said using his adopted name.

MJ chuckled a bit at Peter's shy behavior before Peter asked. "So what's up?"

If this was an anime then Cody would've sweat dropped and groaned at Peter's lame attempt to make a conversation but MJ didn't mind and they started to talk about science leaving Cody wondering if it was sad that two five year olds know more about science than an seventeen year old trapped in a five year old body.

Seeing that Cody was lost Peter stopped. "Sorry! I keep forgetting that you're not a science person!"

"..." Cody looked at him in suspicion wondering if Peter was getting him back for a prank that involved a rubber chicken, a tutu and a unicycle a few weeks ago… He missed watching Teen Titans.

The sad thing about the Ultimate Universe was that there was no Teen Titans or Naruto to watch yet somehow Justin Bieber existed here… Where is the justice in that?!

"Well just as long as you don't stick me for a science experiment I'm good!" Cody said and Peter pouted for a bit while MJ laughed at the two.

"So do you mind if I hang with you two?" MJ asked with a smile… And just like that the Parker duo became a trio.

_**~Six Years Later~**_

Today was Peter's Eleventh Birthday and Cody was moving around Wal-Mart with Uncle Ben trying to find him a gift. "Where is it?" Cody muttered knowing that he saw it a few days ago and it was a good gift that Peter would've liked.

"Does it have to be this particular gift?" Uncle Ben asked with a smile.

"Yes!" Cody told him looking around. "I know that he would love it!"

It took a while but they found the Chemistry Set and Cody had a particular reason to get this since Peter was going to become Spider-Man someday he decided to help him out on that by getting the Chemistry Set early and help pay for his web fluid when the time comes.

"Thank you Uncle Ben!" Cody said as he held the bag that had the Chemistry Set in it. After a short ride they made it in time for the friends of the family showing up… Although it was only the Watsons and Harry Osborn who Peter met at school a few days ago.

Peter didn't know that Harry was rich and Cody knew that Harry preferred it that way so he could make some real friends.

Seeing Peter hang out with Harry and MJ made Cody both happy for him and a little jealous as well. Because back in his world the only friend that he saw outside of school was Willy and he was a friend for life always having Cody's back but lately he's been having medical problems and now Cody feel's guilty about being here while his friend might be suffering a bit more back home.

But lately Peter has been hanging out with MJ and Harry more often and Cody was left without anyone else to hang out with… Granted they hang out every day but not as much as they used to.

"Hey Cody!" Cody shook his head as Peter called him over.

"What is it?" Cody asked running over.

"You want to watch a movie?" Peter asked with a smile. "Harry invited us to his place tomorrow!"

Now Cody was stunned. He was invited too?!

Looking over he saw Harry smile but it was a little forced so he knew that he wasn't planning on having Cody over there. It was probably because he didn't know Cody all that too well like he knew Peter and MJ.

Smiling apologetically Cody declined. "Thank you for inviting me but I'm pretty sure if I'm there I'll be making lame jokes the whole time!"

"Hey that's my department!" Peter shot back but he looked a little down.

"You sure you don't want to come?" MJ asked in confusion. "Peter and I haven't hung out with you in a while."

Cody scratched the back of his head. "I know and I'm sorry about that but I'm going to stick around the house tomorrow."

"Actually it would be nice for you to come over." Harry said holding out a hand he felt a little guilty about not wanting him to come. "Plus it would be good to get to know you."

Looking at the three Cody sighed. "Well I guess it could be fun." He said shaking Harry's hand. "I'll be there!"

_**~The Next Day~**_

Peter and MJ stared in awe at the mansion while Cody looked indifferent which Harry noticed. "You knew?" He asked.

Cody smiled. "It's kind of hard not to figure out." He admitted. "I mean how many Osborn's do you know in New York?"

Peter groaned. "I never realized it." He muttered mentally berating himself for not thinking about that.

"It would've been nice for you to tell us." MJ muttered annoyed at not seeing it coming.

"I think that Harry preferred that I didn't." Cody said stifling a chuckle. "After all he really cares for you two and he wasn't sure how you guys would react to who his dad was."

"So you guys don't care?" Harry asked looking a bit hopeful.

"Of course not Harry!" Peter smiled.

But right as they went to walk in a man came storming out with a blonde haired man following him behind. "Call the Office Justin." The first man said in a stern voice. "Tell them that I'm on my way."

Cody had a pretty good idea who that was and it was confirmed when Justin said. "Yes Mr. Osborn."

'_The Green Goblin._' Cody narrowed his eyes a bit in hatred but he quickly changed his face when Harry walked up remembering that this Osborn didn't do anything wrong… Yet that is.

"Hey Dad." He said timidly hoping that he wouldn't get yelled. "Um do you think maybe we could-?"

"Not now boy I'm close to cracking the Oz Formula!" Osborn told him before seeing the other three. "And what is this place a funhouse?" With that he got in the car.

"… Nice guy." MJ said sarcastically.

"Sorry." Harry looked down.

"It's okay." Peter put a hand on Harry's shoulder. "He's just busy."

But Cody was thinking about something else. '_The Oz Formula? Isn't that the stuff that turned Peter into Spider-Man and Norman Osborn into the Green Goblin… And Harry into the Hobgoblin?!_' He kicked himself for forgetting that little fact.

"Earth to Cody!" Cody was brought out of his thoughts by a hand waving in his face.

"Huh?" He looked over to see Peter. "Sorry what?"

"You think too much." He joked because the whole deep thought thing was something that Cody did daily as if he was trying to prevent something but that was impossible right?

Cody laughed. "Sorry guys! So what movie?" He asked hoping to change the conversation.

_**~Four Years Later~**_

Now Cody and Peter were Fifteen and inside the Westwood Mall Food Court. Cody was eating some fries while Peter was reading his book. "Sodium Carbonide… That is such an odd choice! I wonder if- that's a bold compound."

Cody chuckled at Peter but deep down he was sweating because this was the opening scene to the comics and if he remembers correctly something will happen right… About… **NOW!**

Three French Fries shot past Peter's face. "Ahh!" He looked over to see Flash Thompson and Kenny 'King' Kong fist bump.

"Give it to me two times!" Flash gloated. "**HA! HA!**"

"You crazy!" Kong told him.

"That's it." Cody went to stand up but Peter pulled him back down.

"Come on Cody!" Peter pleaded. "You just got let back into the mall after last time!"

Cody smirked thinking that last time he had Flash with a wedgie while he had Kong restrained inside of a shop… You don't want to know what he did.

He's learned some Martial Arts to keep the others off Peter's backs until he got his powers but it wasn't getting any easier with him getting Detention and lectures from Uncle Ben about misusing his Martial Arts Training, even if he did it to protect Peter.

Cody sighed. "Maybe you're right." He sat back down and that was when he saw Peter sneak a glance at MJ who was talking to Liz about a Cell Phone or something. "So Pete when are you going to ask her?"

Peter went red. "Ask her what?"

Now Cody felt like doing a face palm. "Dude even the three Blind Mice could see that you like her!"

"… Three Blind Mice? Really?

"What? You take all the good jokes!" Cody pouted.

Peter laughed before sneaking another glance when MJ looked over and smiled at him so Peter smiled back before another French fry hit him in the face.

"That's a five pointer!" Flash gasped out from laughing so hard.

"Nuh-uh I'd give it a four." Kong corrected him.

Peter got the fry off his face while MJ looked a little sad at him while she knew that if this kept up Cody would be banned from the Mall again this time for good.

Liz got up with a smile. "I'm going to try on tops. You coming?"

MJ looked distracted. "What? Uh- No. No I gotta-…"

"Study?" Liz looked amused. "Yeah, duh. What else is new in the world of Brainey Jane? I'm gone."

After she left this time a whole Taco came out and smacked into Peter. "**THAT'S IT!**" Cody got up and for once Flash and Kong looked afraid remembering last time.

But he was stopped by a hand on the shoulder. "Calm down Cody!" Cody's eyes widened forgetting that he was here. "Isn't that Mary Jane over there?"

"Uncle Ben?" Peter looked surprised. "What-what are you doing here? I thought you were just going to drop me off."

Uncle Ben just shrugged. "I needed some pants. So I bought some pants." Then he had a mischievous look. "Why isn't Mary Jane sitting over here? Mary—Mary Jane? Get over here girl!"

MJ looked happy as she came over.

"Don't you look like a million dollars?" Uncle Ben said with a smile. "Doesn't she look FAB Peter?"

Cody chuckled at how he tried to use slang in that sentence while Peter stuttered out trying not to reveal his crush. "Yeah sure. Of – of course." But then he saw Uncle Ben glare at Flash and Kong who looked relieved that Cody calmed down.

Sure they loved to mess with Peter but these days they usually tune it down since Cody can kick their butts with some Martial Arts.

"Hey Mary how did that Science whatchamazoot doohickey project you and Peter were working on go?" He knew that Peter wanted to work with Cody on that one since he obviously needed help but Cody pulled some strings with the teachers since even though he wasn't the best student he was well liked enough to get Peter and MJ to get assigned together.

"Peter didn't tell you?" MJ asked in mock exasperation.

Peter sheepishly rubbed the back of his head. "Oh- I didn't want to bore him with the details."

"I think they did well." Cody inputted with a smirk.

Uncle Ben chuckled. "You did great. You always do."

That was when Cody's phone went off. "I'm going to go ahead and head home." He said winking at Peter. "See you later Peter."

Uncle Ben knew what he was doing so he left as well leaving Peter and MJ by themselves. "You do realize that Peter will try to get you back right?"

Cody laughed. "Or he might be grateful when they finally admit their feelings for each other!"

_**~The Next Day~**_

While walking through the hallway Cody noticed that Peter was kicked over again by Flash. "Oof!"

"GOOOAAL!" Kong shouted with a smirk.

"That is definitely worth ten points." Flash told Kong.

"Ten?" Kong laughed. "That was a six tops."

"Uh oh. Looks like Parker is about to pull a Carrie." Flash taunted until Cody coughed behind him.

"Or you might get your ass kicked." He threatened. "Now leave him alone!"

"Come on can't you guys lay off him for two seconds?" Harry walked in talking to his Basketball Teammates.

"What? Are you sweet on him Harry?" Flash asked joking around.

"No, I'm sweet on you!" Harry joked back while Cody sighed at the fact that Harry acts cool in school but he knew that he did that to try to get his father's approval.

Flash didn't give up. "Oh yeah, I forgot that this is your Charity Project."

"Go flex a muscle." Harry retorted until a teacher came out.

"Is there something going on here? What is this mess?" The teacher narrowed his eyes as he saw that Cody was about to lunge at Flash and Kong again with Peter picking his things up with Harry in the middle again. "Harry Osborn, Thompson. Don't you punks have practice? Go!"

"Sir yes sir!" Harry saluted the man before they left, well Kong and Flash did at least.

"Parker, don't let those guys pick on you like that ok? If it happens again come to me." Then he looked at Cody. "You have enough on your record as it is Cody! I know that you're only protecting your brother but you're going at it the wrong way." With that he walked off and Cody helped Peter up.

"You okay Pete-?"

Peter wrenched his arm out of Cody's grip. "I'm fine! I don't need your help all the time!"

Cody blinked in shock before he realized that by helping him he was making him feel weak. "Sorry Pete."

Peter calmed down after a few deep breaths. "No I'm sorry I'm just angry at Flash."

With that Harry walked back up. "Petey when are you going to learn to stay out of their way?" He asked.

"Yeah, silly me for walking down the hall." Peter replied sarcastically. "What was I thinking?"

Not wanting to make Peter angry again Cody stayed silent and let this particular scene play out.

'_Stop thinking scene!_' He berated himself. '_They're real people now I need to act natural._'

"So I'll swing by the Parker Pad around eight, well go through the Biology stuff." Harry offered before looking at Cody. "What about you? You want to help as well?"

"No thanks." Cody declined. "I stink at any kind of science."

"Actually Harry I was going to work on some of my-." Peter began but Harry cut him off.

"Great, I'll bring some nosh, you bring the brains." Harry told him with a smile.

Peter looked a little miffed but he said. "Y'know, fine but - you know-."

"What?" Harry asked in concern.

"I don't mind doing your homework for you-."

"Helping me with my homework." Harry corrected him. "I'm pretty sure that Cody wouldn't allow that first one and I'd rather not feel his fist of fury."

Cody rolled his eyes. "I'm not 'that' good at Martial Arts."

"Could've fooled me." Harry muttered.

"But – can't you get those jerkhole teammates of yours to get a new hobby?" Peter pleaded.

"Oh forget about them." Harry advised. "Roll it off."

"Roll it off?!" Peter asked in disbelief.

Harry put a hand on Peter's shoulder. "Don't worry about it! After High School you're going to whizz right by them. You'll slap together one of those internet companies that makes widgets and make like forty million dollars or something." He told him. "And these guys? You know how it goes. Flash Thompson's whole life peaked like three weeks ago. Hey, maybe you can hire Cody as a bodyguard when you do since he does a good job of having your back already?"

He meant that last one as a joke but it made Cody's eye twitch in annoyance before Peter spoke up. "Yeah, well that ain't helping me now." He said angrily.

"I'd help you Pete but you know. Them the Politics of being me. See you on the flipmode!"

"… Great." Peter muttered.

"He really needs to stop acting like he's cool." Cody muttered feeling sore about the bodyguard remark… Then again if he's trying to prevent Peter's death than maybe it fits a bit.

Peter patted Cody's shoulder. "Well see you after Gym."

Cody nodded before he headed to his English Class but all it was about was poetry and he stunk at it… It's just the rhymes that was hard for him.

Anyways later that night they were all eating when Aunt May spoke up. "S.A.D."

Cody looked up. "Huh?"

"Social Anxiety Disorder!"

"What?" That time it was Uncle Ben.

"Social Anxiety Disorder!" Aunt May was looking at Peter who was reading, oblivious about the whole conversation.

"Will you leave the kid alone May?" Uncle Ben asked with a chuckle.

"I think it's worth investigating."

"Then leave me alone." Cody chuckled at hearing Uncle Ben say that.

"Don't you worry about our little Peter?" May asked.

"No. No I don't. He's a smart, resourceful kid." Uncle Ben thought for a bit. "I worry about Cody though."

"Hey!" Cody said insulted before Uncle Ben laughed and ruffled his hair.

"I'm just teasing."

Aunt May smiled a bit before she continued the conversation. "He's so quiet."

"He's thinking." Cody said knowing that Uncle Ben was going to say that.

"Exactly." Ben said.

"I don't like it." Aunt May muttered. "He used to be such a happy little boy."

"And now he's a contemplative young man." Uncle Ben finished with a smile.

"Just like his father was." May said with a smile.

"That's right." Ben told her.

"Peter?" Aunt May said but Peter was still reading. "Peter? Peter?! **Peter!**"

Peter looked up. "What's up?"

"What did we say about reading at the table?" Aunt May asked.

"Did we say we liked it?" Peter asked with a smile.

Cody butted in. "No we said we 'loved' it!" It was an ongoing joke between the two.

Uncle Ben smiled at the two joking around before Aunt May stood up. "You know what?"

"What?" Cody joked. Hey when you grow up again with Peter as an adoptive brother you become a fellow wisecracker… Although he's funnier.

Aunt May gave Cody a mock glare before continuing. "I'm going to look up this Social Anxiety Disorder on the Web!"

"That's a good idea May." No sooner did May leave the room did Uncle Ben whisper. "That'll keep her busy for hours."

"Heard you." As Aunt May shouted that the guys just lost it in laughter.

Around Eight Cody was in his room since Harry and Peter were in the Lab drawing out some stuff. "Okay the trip happens tomorrow… Tomorrow Spider-Man will be born." He had a heavy heart because he knew that Peter will occasionally wish that he never got the powers and he knew that it was going to happen. "I just need to stop a few things from happening." Like Uncle Ben's death, the Scarlett Witches Assassination and in result of that prevent Ultimatum.

'_Maybe I could stop the spider from biting Peter all together?_' Cody thought in silence. '_But if I do that then the burglar will still get in._'

He looked at the clock to see that it was nearly time for bed so Cody hoped in hoping that everything would turn out all right.

_**~The Next Day~**_

Cody looked around nervously as he, Peter, MJ and Harry walked through Oscorp with the class. 'Okay where's that stupid spider-?' No sooner did he think that did Peter scream in pain and he whirled around shocked that the spider made it to Peter without him noticing until he felt his hand burn and he looked down shocked to see another spider.

"Peter! Cody!" MJ shouted as Kong smashed the two spiders.

"Whoa man! Those were some big honking spiders!" Flash shouted before Peter and Cody threw up. "The spaz's are freaking."

"Everyone back!"

"God Parkers!"

Everything went black as Cody had one thought. '_Where did the second spider come from?_'

**To Be Continued…**

** So what do you think? I know that I've just started a Naruto and KH crossover but this was actually something that I planned before Firefox (which I have on hold due to Writer's Block) but I couldn't get it done first because it was hard to do the time skips with everyone in character.**

** So please review.**


	2. Chapter 2: Growing Pains Part 2

_**Chapter 2: Growing Pains Part 2**_

_**~With Norman Osborn~**_

"Seems like there was an incident on the main laboratory floor." Justin said with a sigh. "Two of your son's classmates were bitten by two of our Arachnid Specimens."

"Harry shows up and something turns to crap." Norman muttered. "Shocker."

Justin continued. "Names are Peter and Cody Parker and they were bitten on the hand."

Norman cut him off. "By the specimen?"

"Yes."

"Our specimen?"

Justin swallowed nervously. "Yes."

"Why wasn't it in containment?" Norman asked in a very dangerous voice.

"We're checking on that sir." Justin told him. "But in the confusion the specimens were destroyed."

Norman scowled. "Fire the floor manager." He ordered. "I want her gone within the hour."

Justin sighed in relief. "Yes sir."

Norman looked at his other assistant. "Legal obligations?"

"If they sue they sue the school right?" Justin asked while the other assistant scoffed.

"If they sue they sue us." He corrected the man. "The school doesn't have any money. We either settle immediately or we start building our defense and wait for the hit."

"It's an admission of guilt if you even pay for their Doctors bill." Justin warned but Norman shook his head.

"No let's pick up the tab." He decided.

"Norman, I'd have to advise-." Norman cut his assistant off.

"Let's pick up the Hospital Tab." He ordered. "And send them a nice fruit basket."

"Why?" Justin asked curiously.

"Yes. Please enlighten us on this one."

"I want to keep an eye on the two of them." Norman said darkly.

_**~With Cody~**_

Cody was in and out of it he remembered waking up back on the bus seeing MJ and Peter talking but he was out again before waking up in his own bed and looking at the time.

10:23 AM so getting up he scratched his arms because they itched a bit before he opened the door but the handle broke off.

"… Ooookaaay." Cody walked down the stairs to see Aunt May and Uncle Ben watching TV. "Morning."

Aunt May jumped up faster than he's ever seen her in years and practically tackled him with a hug.

"… How long was I out?"

Uncle Ben sighed. "Three days kiddo."

'Three days?!' Cody swallowed hard. "How's Peter?" He asked trying to remember what happened now.

"He's at School." Aunt May said. "I made Banana Bread last night for the two of you especially after he fainted in school two days ago."

Cody nodded before he realized that today was the day that Peter was nearly hit by the car. "Hey what about work?"

"I was going to take the day off but are you fine?" Aunt May asked in worry.

Cody smiled. "It'll take more than a spider bite to keep me down!"

On hearing that Aunt May got ready to leave and Uncle Ben went to take her to work but he put a hand on Cody's shoulder. "If anything feels weird call us."

"I will." Once he was sure they were gone he opened the basement door and walked down to see Peter researching. "Aren't you supposed to be in school?"

"Cody!" Peter looked relieved. "Man it's good to see you up."

Nodding Cody looked serious. "Are you okay?" He asked before he started to scratch his arm in annoyance. '_Why is it so itchy?!_'

"You won't believe what happened." Peter muttered. "I mean it's just so crazy!"

"What happened?" Cody asked urgently.

"Well at school I actually flipped Kong." Cody put on a look of disbelief because he wasn't supposed to know. "I'm serious! Then I did a backflip over a car knowing that it was coming before I saw it! I'm freaking out!"

"Deep breaths." Cody cautioned him. "You're overexciting yourself which won't be good for your heart."

After a bit Peter calmed down before he remembered something. "Has anything weird been happening to you?"

"Despite my arm itching like hell no why?" Cody asked as he kept scratching his arm before Peter pulled a syringe out. "Uh what are you doing?"

"I'm going to need a blood sample." Peter answered as he came near Cody.

"**HELL NO!**" Was Cody's immediate response.

"Cody this is serious! I will be getting a blood sample whether you like it or not." Peter told him and came at him with the syringe but Cody moved quickly.

"**NOT HAPPENING!**"

But then Peter pulled some acrobatic crap and stuck the syringe into his arm drawing blood. "Was that so bad?"

"… How did you do that?" Cody asked pretending not to know.

"Spider gave me more than a bite and if I'm right then the other did the same to you." Peter explained as he looked at it in the microscope. "I was right! Your blood cells are different."

"How different are we talking?" Cody asked in concern because he wasn't sure if he wanted to know.

"Let's just say that our DNA is changed but yours is different than mine." Peter told him. "It could be because we were bitten by two different genetically enhanced Spiders."

"So wait you mean we're superpowered?" Cody asked putting emphasis on we because there was not supposed to be a second spider.

'_Wonder what else is different._'

"Well I suppose you could say that." Peter muttered as he looked at the differences between the two blood samples. "But I need to figure this out… Just keep this a secret from Aunt May and Uncle Ben okay?"

Cody rolled his eyes. "Okay." Then he fell to his knees in pain. "Gah!"

"Cody?!" Peter shook his shoulder.

It felt like his insides were being microwaved as he fell to his stomach but that was when some brown things came out above his elbow three on each arm. "… What the hell?!"

That was when he looked in the mirror and he saw that he had red eyes and spider fangs as well as claws on both his hands and feet.

"**… AHHHHHHHHHH!**" Cody screamed as he saw his reflection.

"Cody you need to calm down!" Peter tried to tell him but truthfully he would've acted the same in his position and he was praying to God that it wouldn't happen. "Panicking won't solve anything."

Taking Peter's advice Cody did that and to his surprise the fangs disappeared and his eyes turned back to normal but the claws stayed the same before he realized that they were just like Miguel O'Hara so he muttered as he looked at the claws. "I wonder."

Cody walked up to the wall and placed his hands on it before following with his feet and in a few seconds he was on the ceiling. "Whoa."

Peter stared at Cody. "Okay so that's what the claws are for but why do you have spinnerets?"

"Excuse me?" Cody asked in disbelief.

Despite the situation Peter rolled his eyes. "Spinnerets are used by Spiders to create-." His eyes lit up. "Webs."

Cody clenched his fists. "What are you talking abo-?" He cut himself off since by clenching his fists webs sprayed out of the top part of his fist. "Oh… Well I should be grateful that I'm not shooting them out of my butt."

"This is amazing." Peter muttered.

"Oh I'm so glad you find this fascinating!" Cody said sarcastically.

"Sorry Cody but now I have to find out what happened to me." So with that Peter got back to work so Cody walked back upstairs and threw a long sleeve shirt on to cover his Spinnerets and to his surprise they folded down to allow easy comfort with a long sleeve shirt.

"Well that's convenient." Cody muttered and sighed. "So now I have Spider Powers too?" Then his eyes lit up. "I can help stop things more efficiently!"

With a sigh Cody felt tired probably from his change so he went to bed early.

_**~The Next Day~**_

Cody was back in school and he was trying not to fall asleep in History Class when all of a sudden Peter spazzed out and broke his desk in half.

"Parker?" The teacher came to help him up when Flash and Kong started to laugh their butts off.

"Oh Ha Ha Hah! Oh my God!" Flash laughed. "You are such a spazoid!"

Kong was laughing with him. "For my next trick I shall actually trip while sitting down!"

Peter lost it. "Hey! Why don't you shut your stupid face or I'll shut it for you!"

Everyone including Cody stared at Peter in surprise because even though he saw it coming it was still a shock to see him actually do that.

Then Flash and Kenny started to laugh so Cody did his best to tune them out while Peter went to cool off but he smirked when Flash got detention for not stopping in mocking Peter.

After school Cody ran like hell because he heard a rumor that there was going to be a fight between Flash and Peter. '_**HOW THE HELL COULD I FORGET THIS?!**_' He mentally berated himself.

But he came out right as Peter broke Flash's hand. "I- I told him that I didn't want to fight." Peter said with tears leaking out.

Cody put a hand on Peter's shoulder. "Come on bro." He helped Pete get out of there while everyone was staring at them in shock.

But Peter ran off from him and Cody sighed knowing that Peter was trying not to cry because he didn't mean to do this.

'_I could've stopped that fight._' Cody thought in sadness. '_I could've made those two stop._'

… He must be a Parker because he has the Parker guilt already.

When he got home that night because he was working on his aim with his webbing in a discreet location he found out that the Thompsons were going to sue the Parkers and Peter exploded on Aunt May and Uncle Ben so he walked to his room only to see Peter sneak out and run off so Cody followed him to a warehouse.

Once he was in there Peter started to test out his acrobatic abilities as well as his strength to lift up a car. "**I AM HERCULES!**" He declared happily. "**I LOVE THAT FREAKING SPIDER!**"

Then his hand made a cracking sound from the strain.

"Damn it! What is this?"

"You're probably pushing yourself." Cody answered causing Peter to spin around.

"What are you doing here?" Peter asked in anger at being followed.

"Pete you've been having mood swings all day and I was worried after what happened earlier-."

"I'm fine." Peter said sourly.

"I know you are but you're my bro-."

"**I SAID I'M FINE!**" Peter shouted.

"Well I'm not!" Cody snarled his eyes turning red again. "I'm trying to make the best of this but I have more noticeable changes than you do!"

Peter looked guilty. "Sorry Cody it's just that after years of being made fun of I finally have power to defend myself! I don't need you to watch my back anymore!"

Cody sighed and calmed down. '_If these eyes keep up I might as well wear sunglasses._'

"I will anyway because you would do the same to me!"

Peter chuckled. "True… We should probably head back before Aunt May and Uncle Ben notice that we're gone."

As they walked back Cody smirked. "You're still a crybaby."

"Oh shut it." Peter said in good humor.

The next day Cody came down wearing sunglasses to hide his eyes just in case they turn and since it was the weekend he planned to enjoy it while he can but Peter ran in angrily. "Okay I'll bite what pissed you off this time?"

"Otto Octavius!" Peter answered.

'_Doc Ock?_' "Who?"

"A scientist at Oscorp took a blood sample from me!" Peter snarled. "I hate it!"

"Okay lets calm down." In truth Cody was surprised from the anger issues flowing out of Peter lately. He was bit too but he doesn't have any anger issues… It could be anger that he buried deep down over the years.

_**~With Norman Osborn~**_

Norman just finished showing the results of Peter's accident to his group of scientists. "We may just hold the next logical step to human evolution."

"What about that other one?" One of the scientists asked. "Wasn't that Cody kid bit as well?"

Norman chuckled darkly. "Yes but he has shown no signs of mutation so only Peter Parker was affected. Now as I was saying I would like to recreate the accident under a more controlled environment! If this spider gave Peter Parker and 'possibly' Cody Parker the enhanced strength of a spider than treating the Oz formula with my DNA should increase something right?"

"You sir?" The same scientist asked in shock. "You want to inject yourself with the Oz formula?"

"Glad we understand each other." Norman smirked. "Let's crunch some numbers and get this next phase rolling along."

_**~With Cody and Peter~**_

"My name is **CRUSHER HOGAN.** And I will crush your head like the pimple it is!"

Peter and MJ practically dragged Cody to see the wrestler Crusher but as he looked at the man Cody couldn't be impressed since he knew that Peter could take him down in less than five seconds right now.

"Whatever." MJ said with a smile.

The Announcer came up with a fist load of cash. "That's right! Who here is willing to take on the Invincible Crusher?! Who here has what it takes?" He asked and Cody felt worried at how Peter eyed that money but he knew that by doing this he would get Aunt May and Uncle Ben out of paying their debts. "If you do – If you think you can take the Crusher down – We have Five Hundred Dollars cash money American for you! Five Hundred Dollars for the man who can take the Crusher down!"

Cody nudged Peter. "You okay?"

"I'm going to do it." Peter nearly walked up when Cody held him back.

"And do what? Explain how you got superhuman abilities like that?" Cody hissed. "It's bad enough that half our class saw us get bit by the spiders but doing this will make it worse!"

"Fine I'll get a costume." Peter muttered but he smirked at how Kong was denied entry into the ring.

"What are you two talking about?" MJ asked walking up wondering why they were whispering.

"Oh I'm just telling Peter to watch out for sticking me with a needle a few days ago to draw blood for a science experiment." Cody told her.

MJ sighed. "Peter you should know better." She berated him before walking off.

Peter sighed in relief. "Nice save man." He said gratefully but Cody walked off leaving him nervous. "Uh you were kidding right?" No answer… Okay now he was extremely nervous "**CODY!**"

Cody walked into his room and locked the door before pulling a box out from under his bed… He worked really hard on this costume as he held it up to the mirror.

It was an exact replica of the Spider-Man of 2099's costume and he loved it as he put it on to have a feel of it before pulling the mask on. "Now this is cool!"

Taking it off he heard Peter and Aunt May arguing about what was for dinner.

"Meat Loaf." Was Aunt May.

"Pizza?" Was Peter.

"Meat Loaf."

"Pizza?"

"Meat Loaf."

"Pizza?"

"Pizza."

"I'll be down in two seconds." Peter called down.

But Aunt May had the last word as usual. "Pizza that tastes and looks awfully like Meat Loaf."

Witty remarks seem to run in the Parker Household doesn't it?

Anyways Cody heard Peter sneak out later that night to fight Crusher to get the money so Cody decided to do his homework and go to sleep.

When he got to school Peter was the talk of the school… Or at least the mystery masked man was and Cody nearly laughed when he heard that Flash and Kong were talking pretty highly of him without knowing that it was Peter.

But then MJ told him that he was accepted onto the Basketball Team so being the brother he was Cody went to support him as he made goal upon goal in the game with Aunt May, Uncle Ben and MJ watching as well.

But Cody felt that deep down he should try to talk to Peter because he was using enhanced skills like a steroid in the sport.

So in confronting him he decided to wait until after Monday's Wrestling Match.

After waiting a bit in his room Cody walked out down the hall to Peter's room and knocked. "Peter, are you in there?"

"Come in!"

Cody opened the door. "Peter we need to tal-!" He was cut off as he saw Peter in the old red and blues. "You got a new costume?"

"Yup! I'm thinking a spider right here." Peter pointed to his chest. "Add some webs and I'll be in business! So what do you want to talk about?"

"Do you think it's right in playing Basketball?" Cody asked deciding not to get into the whole Wrestling thing.

Peter tipped his head in confusion. "What do you mean? How can't it be right?"

"Well." Cody was a little unsure about continuing but he went on ahead. "Isn't using your new 'skills' like a person using steroids or something?" He asked. "I know it's none of my business but-."

"You're right." Peter said in an angry tone. "It is none of your business."

"I know but-."

Peter cut him off. "Why are you so against me actually doing something than be bookworm Parker?!"

Cody held up his hands defensively. "I'm not against it I'm just worried."

"Why? Because you're jealous?"

"Why would I be jealous?" Cody asked in good humor.

"Because I'm still the same outside?"

Cody's eyes flashed red. "That was a low blow." He snarled all humor gone. "That had nothing to do with it!"

"Oh sure it didn't." Peter said sarcastically.

"Fine!" Cody stood up. "I'll stay out of it! Why don't I just stay out of your whole life while I'm at it you self-centered bastard?!" Ignoring the shocked look on Peter's face Cody stormed out of Peter's room and snuck out his window intending to blow off steam.

'_He's supposed to be Spider-Man?!_' Cody thought as he punched a tree in Central Park. He took a bus to the city with gloves on as he punched through another tree. '_More like Narcissist-Man! Not even Iron Man is that Self Centered!_'

With a sigh Cody kept pummeling more trees before he decided that he had enough and headed back home around four in the morning.

_**~At Oscorp~**_

Harry walked inside the lab to see his Dad but he was shocked by what he saw. "What's going on?"

His Dad was being hooked up to a machine.

"Harry this isn't – Do you people know the meaning of the words: Clamp Down?" Norman asked in anger. "The Lab is off limits to unauthorized personnel and that includes him for God's sake!"

"But what's going on?" Harry asked in shock. "Why are you—?"

Norman looked at Justin. "Will you please remove him from the premises?"

Justin steered Harry out by the shoulder. "What is going on?!" Harry didn't give up.

"Harry now is really not the time." Justin said looking pained.

Otto Octavius looked at Norman. "We are good to go. Sir?"

Norman looked back at him. "Everything checked and double checked?"

"We are good to go." Octavius confirmed.

Norman nodded. "Let's do it."

They started the procedure and Norman gave a scream of intense pain that became a roar of fury.

_**~With Cody~**_

Cody finally made it home but he saw Peter waiting for him on the roof. "What do you want?"

Peter looked down. "Sorry about what I said." He apologized. "It was low."

"Very." Cody agreed. "Look I meant what I said about staying out of it… Just don't let what you do consume you."

Leaving that cryptic remark Cody headed to bed leaving Peter to look up at the night sky thinking on what was said.

**To Be Continued…**

** Okay Review Time**

** Guest1: I know but this story was actually the first one I came up with but I couldn't get it written because it was hard to do everyone in the time skips while keeping them in character… Plus it was hard coming up with the humor like Peter and the syringe.**

** The character Cody Orlando is based off of me since my first name is Cody and well… I 'really' like Ultimate Marvel so I decided to do a story with a character that has my fears. (Like needles because say what you want I do not like being a pincushion!) But he has his own strengths that I know that I wouldn't have so he's also an OC. Of course I will be adding some adventures that I made up.**

** Exile037: I know that's why I did this type of story because no one did it before and well I was planning on having an Aerokinesis Powered hero I realized that the comics had no Scarlet Spider so I decided to do this one! Anyways I hope you continue to enjoy this story!**

** Okay Firefox out!**


	3. Chapter 3: With Great Power

_**Chapter 3: With Great Power**_

It's been a few days since the incident with Peter and Cody arguing and even though they worked it out Cody still kept his distance because he hated having these Spinnerets since he can't hide them without a shirt so he can't go swimming anymore.

Also what Peter said struck a nerve because he found himself actually jealous of Peter because he's the one who isn't that much changed over the Spider Bite… Sure he practically explodes on everyone that tries to talk to him except for Aunt May, Uncle Ben and MJ.

Another thing that he was worried about was the fact that Peter seemed to be a Narcissist more than ever but he was always behind the scenes and now that he's in the spotlight it was natural but he was taking a bit too far.

With a sigh Cody opened his door to hear the Front Door close. "I'm home!" Peter called out.

Uncle Ben's voice came upstairs in controlled anger. "Where've you been?"

'_Oh boy._' When Uncle Ben is angry it's scary in Cody's opinion.

"Practice." Peter answered even though he was at Wrestling.

"What's going on?" Uncle Ben asked sternly.

Peter blinked in confusion. "With what?" He was worried that Cody might've told them about what the Spider Bite did but Uncle Ben held out a piece of paper. "What?"

It was his English Grade and it went from three A's to a D. "English. How do you go from an 'A' to this?"

"C-Can I see that?" Peter asked in shock as he looked over it.

"Am I to assume that your other grades have slipped dramatically as well?" Ben asked angrily.

"I-I don't know."

"What's going on Peter? This is serious." Uncle Ben asked.

"I don't know." Peter answered truthfully. "I guess – I have different priorities now."

Cody did a face palm. '_Not the best thing to say Pete!_'

"Different Priorities?" Aunt May asked in shock. "Your grades were such a great pride for you Peter. I don't understand. You know what? Maybe this Basketball thing isn't such a good idea."

"**NO WAY!**" Peter shouted in anger.

"Peter it's great that you've discovered sports and all but we have to think that something is really wrong when we get a report from your school like this-."

"I can do whatever I want!" Peter argued.

"Oh really?" Aunt May asked in shock that Peter said that.

"I can't believe this." Peter muttered.

"Peter, I think that you should apologize to your Aunt for that tone of yours."

"**SCREW THIS!**" With that Peter ran out the front door leaving shocked looks on Uncle Ben's and Aunt May's faces.

The rest of the evening and the next day was extremely awkward for the Parkers as Aunt May was worried when Peter didn't come home but it was night again and MJ texted Cody about the party at Kong's and she thinks that Peter is there so Cody told Uncle Ben that he has an idea on where Peter was and he wants to talk to him by himself.

"You sure?" Uncle Ben asked as Cody walked out. "I could go with you."

"Yeah." Cody said with a grin. "He had enough time to cool down so I'll talk with him."

With that he headed for Kong's place and got there just in time to see MJ run out in tears.

"… What the hell?" Cody's question was answered when Peter ran out looking for her but he stopped when he saw Cody. "We need to talk now Pete!"

"I thought that you said you were going to stay out of this." Peter told him as they walked away.

"I was until you exploded on Aunt May and Uncle Ben- and why was MJ in tears when she ran out?" Cody asked in anger.

"… Liz was drunk and fell on me but when I tried to push her off it looked like we were making out." Peter muttered sadly. "MJ saw that and ran out before I could explain."

Cody sighed. "Pete we've been brothers for… It's been eleven years right?"

"Yeah."

"And all that time you've never had mood swings like this! One minute your happy and the next you're exploding on everyone." Cody rubbed the back of his head. "Uncle Ben nearly came over here to get you but I convinced him to let me come instead... They're worried about you."

"How?"

Cody blinked in confusion. "How what?"

"How can you be so calm about all this that happened?" Peter asked. "The spider bites… And yet here I don't know what to do!"

Cody put a hand on Peter's shoulder. "Do you remember what Uncle Ben used to tell us as kids? About our skills you with Science and me with Martial Arts?"

"With great power comes great Responsibility?"

"Exactly." Cody laughed. "We have power but remember that with it we have a responsibility in using it."

"You really are channeling Uncle Ben aren't you?" Peter asked with a smile. "I guess that I may have been a little jerk."

"A little?" Cody asked with a raised eyebrow. "More like jerk reservoir."

"Hey I'm trying to apologize here!" Peter joked back before he sighed. "I have a few more people to apologize to though."

"Let's head home." With that Cody and Peter headed home before he started to think. '_Why do I feel like I'm forgetting something?_'

His unspoken question was answered as they came to their street to see Police Cars outside their house. "Oh no." Peter ran forward.

'_Ben!_' Cody followed after him.

But there was nothing that he could do when he saw them putting Uncle Ben in a body bag. '_Why?!_' Cody thought in shock. '_Why did I forget this?! I knew it was coming! I could've stopped it!_'

Aunt May was giving a testimony to the Police while Peter held her hand and Anna Watson was sitting next to her while Cody just stood there in shock before he was snapped out of it by a police radio.

"_Units respond to a 340 at Chelsea and 9__th__._"

"Copy dispatch." The cop answered.

"Do you have any spare cars there? This is a 340."

Cody snuck up to his room and got his costume to put on right as Aunt May screamed for Peter and he knew that Peter ran off.

"I can't believe that I'm doing this with no formal training at all but I can't let Peter do this alone!" Cody muttered as he pulled the mask on and snuck out the window heading off to where the cars were going and he made it to the warehouse in time to hear two gunshots and he knew that Peter just confronted the man so he snuck into another window right as Peter saw the man's face.

"That – That face! It's – Oh no, it can't be!" Peter slammed the guy into the wall. "I should kill you right now!"

"Spider-Man, don't!" Cody called out his stage name and Peter swerved his head to see him.

"C- What are you doing here?!" Peter asked. "And where did you get that costume?"

"I made it for you for your wrestling career but I'm wearing it now because I can't let you kill him!"

"You're defending Uncle Ben's murderer?!" Peter snarled in disbelief as the guy was unconscious.

"No I'm not! I'm just stopping you from making a big mistake." Cody told him. "You'll be a criminal if you kill him! You're angry and I don't blame you but it will insult Uncle Ben's memory if you kill him and he wouldn't want that."

Cody knew that he said the right words as Peter calmed down but he tied the man up before leaving the rooftop and Cody followed him as he looked at the Spider-Man mask.

"You okay?" Cody asked walking up.

"With Great Power comes Great Responsibility." Peter muttered. "Uncle Ben told us that when we were young… I get it now."

"You do?"

Peter held up his mask. "I was selfish. So selfish that Uncle Ben paid the price… He did, you did, Aunt May did and I did… I will never, ever forgive myself for that. I will never forget that I could've stopped it."

Cody wanted to say something but he knew that Peter wasn't done.

"It's all so clear to me now… It's like I've been wearing a blindfold and earmuffs all my life – and someone just ripped them off me. I see the world clearly now – and I see what my place in it. Uncle Ben was right. With Power comes Responsibility. Absolutely." Peter had tears in his eyes. "For some reason we've been given great power… And with Great Power comes Great Responsibility. I will never let anyone else down again."

Cody clapped Peter's shoulder. "That was a good speech Spider-Man." He said.

Peter grinned despite the tragedy that occurred. "Spider-Man… It fits… What are you going to be called?"

After some thinking Cody smirked. "The Scarlet Spider!" He decided before frowning. "We should probably head back home."

"Yeah we should." With that the two newly christened heroes headed home to grieve with their Aunt May.

But unbeknownst to them a creature roamed the streets in pain. "Parker." He growled as he moved.

When they got home in their civvies MJ was waiting for them. "How are you two doing?"

Peter looked down. "I – uh… I don't know" He admitted.

"Your Aunt is staying with us." MJ explained.

"That's good." Cody said in relief.

"They asked me to bring you both back there if – you know – if you want." She said. "I was worried." She admitted.

Peter let some tears slip out and MJ hugged him while Cody smiled at the site despite what happened but he rubbed his eyes. "Let's just go to sleep." He said wanting this night to be over.

**To Be Continued…**


	4. Chapter 4: Big Time Superheroes

_**Chapter 4: Big Time Superheroes**_

Cody sighed as he woke up wondering if a certain scene was going on at this moment.

_**~Daily Bugle Early Morning~**_

"Well let's just see what the distinguished competition has for their headline this morning…" A man in a blue shirt with a green tie and Brown and gray hair smoking a Cuban cigar and sporting a Hitler stache said with an angry look.

The Paper he held up said 'Webbed Wonders Wow the City!'

"Huh. And let's see what the Journal ran this morning?" The man held up another paper that said 'Spider-Men among us!' before holding up one last paper. "And… What pray tell did the Bugle decide to run this morning?"

It said 'Osborn Burning.'

"Some Fat Cat's house catches fire." The man drew a long breath on his Cigar. "It's a crap story. A crap story and we don't have any decent art to run it! So my question to you is…" He slammed the paper onto the table in front of his employees. "What is our Front Page News Today?"

Not waiting for an answer the man spun around looking out his window. "There are two guys out there dressed up in their underwear calling themselves Spider-Man and the Scarlet Spider! That is fantastic! That is what sells papers!" The man said. "I want to know their names! I want to know their birth signs!"

When one of his employees attempted to speak up the man continued. "I want to know if the stories about their 'wall-crawling' are true. They can crawl walls? I heard that one of them shoots webs so are they mutants? Did they rocket to Earth from a doomed planet somewhere?" (Superman much?) "I want to know if they have any super powers or if their pulling the wool over everyone's eyes!"

The man nodded. "I want to find out if this Spider-Man is the same as the wrestler and if he is then where did the Scarlet one come from? Urich I want you to go to the Stadium and follow up on the story!"

"What?!" Urich the man in a black business suit with a hippy hairstyle wearing glasses asked in shock.

"I've heard that they're accusing Spider-Man of robbing that place. I want to know if that's bull or if he was involved with a robbery and if so then why is he going around making like a boy scout in his jammies with another spider?"

Urich didn't give up. "But Jonah, I'm working on-…"

Jonah snorted. "The Kingpin can wait to have his big fat butt handed to him by you another day Ben." He said. "If you haven't dug up anything on the Murdock by now then you probably aren't going to."

"But-."

"Get your name on the headline 'Star Reporter' that's what I pay you for. I want to know everything there is to know about these spiders. I'm telling you I smell it! This is our new OJ!"

The reporters didn't argue because it wouldn't do any good but one suicidal soul thought that he was just smelling his breath.

"Heroes or Villain's? Con Artists or Crook's? People won't – won't be able to get enough of them one way or the other." Jonah took the Cigar out of his mouth. "In fact, right this second – I bet that they're plotting something that will be on the Headline tomorrow."

_**~Back with Cody~**_

He chuckled to himself. "Nah I'm pretty sure that isn't happening." With that he got up looking at the time it was nine at night so he walked down to get a drink when he heard Peter cheering from the Basement. "I said who – who—who – I did it! I did it!"

Okay now Cody was curious so he walked downstairs. "Hey Pete what's going on- **PUT SOME PANTS ON!**"

Thankfully Peter had a shirt and underwear on but that was something that Cody didn't need to see.

Peter ignored Cody. "Look!" He put what looked like a metal bracelet on and pressed a button causing a web to shoot out. "You might have natural webbing but now Spider-Man has webs as well!" He hung upside down on it.

Cody nodded. "That's great Pete but would you please put on some pants?"

At that moment Aunt May called down. "Peter? Cody? Are you both down there?"

"We're doing our homework!" Peter answered back. "Cody asked for help on his science homework.

Cody glared at Peter; sure he sucks at science but that doesn't mean that he likes to advertise it.

"Well go to bed! Otherwise you two would be a wreck at school tomorrow."

Peter laughed. "Please we'll be fine!"

Now Cody raised an eyebrow. "You mean like today when you fell asleep in the middle of Math after spending all night taking down muggers in spandex?"

"Like I said we'll be fine!" Peter said reassuringly.

The next day he snored through English Class.

"**PARKER!**" The teacher shouted.

"**NNYAA!**" Peter shot up breaking his desk in half with his spider strength again.

"Parker I swear to God." The teacher began as the whole class started to laugh and Cody had to remind himself that he had enhanced strength so he couldn't try to defend Peter anymore because he doesn't want to accidently kill anyone.

"Sorry." Peter apologized meekly.

"That's two desks that you demolished in the past week!"

"Yeah uh… How about that?" Peter joked weakly.

It took all of Cody's self-control to not do a face palm.

"Listen, you're not so scary smart that you can just sleep during class mister. There's-."

"No!" Peter shook his head. "I-I-I was 'thinking' about what you were saying and I-I sort of got-."

The teacher didn't let him finish. "I 'saw' what you were doing. I see that one more time and I'm going to have a talk with the coach about-."

"You don't have to." Peter shrugged. "I quit the team this morning."

"**WHAT?!**" Kong shouted and he wasn't the only one.

Now the Teacher looked surprised that Peter did that but she said. "Well just try not to break anything on your way to your next class." As soon as she finished the bell rang.

On the way out Cody clapped Peter's shoulder. "That could've gone better bro."

Peter rolled his eyes. "Well excuse me for being tired."

Before anything else could be said MJ ran up to them. "You quit the team?"

"I quit the team." Peter confirmed with a smile.

MJ returned his smile. "Good for you."

"I thought-."

"It wasn't you." MJ finished.

"She's got you there Petey."

Peter punched Cody's arm for that comment but Kong came up. "Parker what was that?!"

"Which one?" Cody joked but he was ignored as Peter spoke up.

"I quit the team."

"Why?"

"Cause I did."

"But…"

Flash interrupted. "Told you! I told you that he was a freaking worm!"

Cody scoffed. "And who got their ass handed to them by said worm two weeks ago?"

That shut Flash up a bit.

Peter sighed. "Listen. It's nothing personal against the team." He tried to explain. "It just – It wasn't me."

"It wasn't you?" Kong got into Peter's face. "What kind of crap is that?!"

Cody walked up. "Take it easy Kong." He told him even though he knew that Peter could kick his fat butt.

"I'm telling you it wasn't me." Peter told him. "Listen I've had some stuff with my Uncle…"

"Your Uncle croaks so you can't play ball-." He didn't even finish when Cody slugged him in the face barely holding back in rage.

"Care to repeat that?" Cody asked angrily and Kong swore that his eyes changed color before Peter held him back.

"Cody your eyes." He whispered.

Hearing that Cody closed them and took a few deep breaths to calm down and when he opened his eyes they were brown again but Kong stared at him in confusion before MJ spoke up.

"Harry!"

Everyone turned towards where she was looking to see a down Harry Osborn walking towards them. "Harry! Are you okay?" Peter asked running up.

"We tried to call you!" Cody got in. "But we couldn't find out where you were!"

"Why were you trying to do that?" Harry asked in confusion.

Both Peter and Cody stared at him as if he grew a second head. "What?"

"Oh Harry, I'm so sorry about your parents." MJ said in worry.

Harry gave her a look. "Are you?"

"What do you mean?" Peter asked in confusion. "We were worried!"

"Harry we're your friends." Cody put a hand on his shoulder. "You should've known that we would be worried."

"Why?" Harry dismissed everything. "I'm not dead."

"No, but, I know –." Both Peter's and Cody's Spider-Sense went off at that moment. "I know what this is like-."

"Do you?" Harry asked.

"Yes I – Do you guys feel that?" Peter asked as the Spider-Sense got stronger.

Then Cody remembered this scene. '_Oh shit._'

As if on cue there was a huge explosion that made the whole school shake "**YO!**" Kong shouted. "What's up with that?"

"Are you Okay?" Peter helped MJ up.

MJ was freaking out. "Oh my God."

Another explosion shook the school as flames appeared at the end of the Hallway. "Everybody out! Everybody run!" The teacher shouted.

"What the hell is it?!" A random student shouted.

"I know what it is." Harry muttered in horror but only Peter and Cody heard him.

"What?" Peter asked before the sprinklers went off as Kong grabbed Harry and MJ.

"Dude we are so out of here!"

_**~Outside~**_

Everyone was reasonably freaking the hell out while Harry was muttering. "He's coming for me. He's coming for me."

Flash grabbed Harry's shoulder. "Who's coming for you Harry?"

MJ looked around in horror. "Oh no. Where are Peter and Cody?"

**FABOOM!** A classroom blew up on the third floor of Midtown High.

"**SOMEBODY HELP ME! HE'S HERE!**" Harry shouted.

Flash had enough. "**WHO?!**"

"Head's up!" Spider-Man flew into the scene with the Scarlet Spider right behind him. "Big Time Superheroes coming through!"

While moving through Scarlet Spider barely heard Kong whisper. "Dude! Seriously, if those two blew up the school then they're my heroes."

"Whoa." Flash muttered.

Now the two spiders crashed through the windows of the school. "We really need to work out a system for emergencies." Scarlet Spider muttered.

"I hear ya." Spider-Man agreed.

_**~A few minutes ago~**_

When Kong grabbed MJ and Harry, Peter and Cody ran to the restroom ready to change into their uniforms when Peter's eyes widened. "Wait!"

Cody blinked as he pulled his mask out. "What? There's an attack on the school!"

"How do the Spider's get in here?" Peter asked in frustration. "How do they get into a High School?! It's bad enough that half our class saw us get bit by the spiders so how long before they put the puzzle together?"

"… I really hate logic." Cody muttered in annoyance before they ran from the bathroom and snuck out a back window that wasn't watched before they made it across the street to change hidden from view. "This can't be how Captain America does it."

With that they made their way to the school.

Harry was muttering. "He's coming for me. He's coming for me."

Flash grabbed Harry's shoulder. "Who's coming for you Harry?"

MJ looked around in horror. "Oh no. Where are Peter and Cody?"

"Head's up!" Spider-Man flew into the scene with the Scarlet Spider right behind him. "Big Time Superheroes coming through!"

_**~Present Time~**_

"We'll worry about that later." Spider-Man decided as they looked around the school. "Who on Earth would do this to a school?"

Scarlet Spider looked around before he saw a shape up ahead through the smoke. "Spider-Man over there!"

Looking over Spider-Man nodded before calling out. "Hey! As Hall Monitor, I'm going to have to ask to… See… Your… Hall pass?" The smoke cleared and the Spiders could clearly see the figure.

Standing at eight feet tall was a demonic looking monster with green face, claws and feet and horns coming out of his forehead his upper body was light brown and he wore a purple cloak over him.

"… Spider-Man."

"Yeah?"

"I think I just shitted myself." Scarlet Spider said nervously.

'_Holy crap! The Green Goblin… He looks even more fearsome in real life._'

"… Too much info." Spider-Man looked at the Goblin. "You wouldn't happen to be the new Home EC Teacher would you?"

Goblin roared and threw a fireball so the Spiders dodged. "Look we don't want to tell you your business-."

"Even if we do it anyway." Scarlet inputted.

"But that is a fire hazard!" Spider-Man finished before they kicked him back.

"I'm hope that you don't expect us to clean this up." Scarlet started.

"Because you are on your own." Spider-Man joked.

"I don't suppose you could tell us what's going on-." Scarlet did a backflip as a fireball flew past him nearly taking his head off. "Okay I suppose not."

"I hate the food here too." Spider-Man said kicking Goblin's face. "But you need to learn to work with the system!"

Scarlet shot a web out blinding Goblin for a second. "It seems to be low to trash the school."

"Pretty low and we mean a notch below film producer low." Spider-Man finished Scarlet Spider's joke.

"And I think that we're close enough in our relationship for me to say that you are in desperate need for mouthwash." Scarlet joked before he was backhanded into the locker.

Spider-Man was on the wall. "You want to get a cup of coffee and talk about whatever's up your butt?" He offered. "I'm buying!" Then his Spider-Sense went off pretty fast.

He didn't get the chance to move as Goblin tackled him through the window.

Scarlet Spider shook his head before he saw that. "**SPIDEY!**" He jumped out the window and shot a web line at Goblin's foot but it just pulled him along for the ride.

"Let go." Spider-Man struggled against Goblin's grip high in the sky.

"Parker." Goblin got out incoherently shocking Spider-Man.

"W-What did you just say?" He got out.

"PARKER!"

"Yippy Ki Yay!" Scarlet joked kicking Goblin's back causing him to drop Spider-Man but Goblin knocked Scarlet off course so he couldn't save Spider-Man.

Turns out he didn't need it as he remembered that he now had web shooters so he shot them out praying that they would work because he hasn't had the time to test them out yet and thankfully they did.

Scarlet landed near the crowd of people in pain as Goblin came in but Spider-Man saved him. "Heads up Stinky!"

"**GGYYYRRRR!**" Came the response.

"You don't say?"

Spider-Man punched Goblin's face before Scarlet Spider got up and came forward with his claws out as he sliced into Goblin's chest. "We tried to ask nicely."

"When you were blowing us up." Spider-Man took it from there.

"And toss us around like a water balloon but that's beside the point."

"Let us tell you what you're not going to do!" Spider-Man punched him again. "You aren't going back to that school-!" He was cut off as Goblin grabbed his head before throwing him into Scarlet Spider.

"… Do you think that we should tone down the joking a bit?" Scarlet asked in pain.

"I no longer know." Spider-Man muttered before he saw a SWAT Helicopter heading for Goblin. "That's it! Time to break this out on you like Chow Yung Fat!" He shot his webbing at Goblin but he missed and hit the windshield of the Helicopter.

"**AHHH!** What is this?!"

"… Or not." Spider-Man chuckled sheepishly. "Sorry about that."

Scarlet looked at Spider-Man. "You really need to work on your aiming."

"Oh shut it SS."

But Goblin took off towards the bridge. "Oh no you don't!" Scarlet shot his webbing to Goblin's back along with Spider-Man with their feet on the ground making use of their adhesive ability.

… But the ground came up with them.

"In hindsight not the best idea." Spidey muttered as they flew through the air.

After a bit the cloak came off and Scarlet nearly covered his eyes. "Put it back on!"

But since their webs were attached to the cloak they had to reshoot some webs to the bridge to avoid becoming instant pizza.

"I'm going to toss my cookies and I didn't even have any." Spidey muttered. "In fact after this when we get home I'm going to eat some cookies so I can toss them."

"…" Scarlet gave Spidey a weird look. "Your mind goes to weird places sometimes."

"What at least I'm funny."

"This is the NYPD! Stand down!" Goblin snarled at the SWAT Helicopters.

"We need to get up there!" Spider-Man shot his webs. "They don't know what they're dealing with!"

Scarlet raised an eyebrow under his mask. "And we do?"

"… Well at least we know that he can throw fireballs." Spidey offered. "But maybe we should take some midair monster fighting classes."

"If I actually see that I'll eat my mask."

They got up there to prevent Goblin from blasting the Helicopter down by each of them holding one. "Everybody calm down!" Spidey called out. "Put the guns away and stop with the smoking fingers!"

"You honestly think that they'll listen to us?" Scarlet asked but Spidey ignored him.

"Stand down!"

"**WHAT PART OF STOP WITH THE SMOKING FINGERS DIDN'T YOU UNDERSTAND?!**"

Goblin was really pushing against their combined strength but thankfully they were holding him.

"We're not going to let you hurt these people." Spidey told him looking into his eyes. "Why don't you tell us what you want?"

Goblin struggled but his hands were going out to their relief before they heard. "I have a shot."

"Well take it!"

"Oh no." Scarlet grabbed Spidey and got him out of the way as bullets started to fly.

"Oh my God." Spidey uttered in horror as Goblin held his chest with blood overflowing from it but he was still standing up before another SWAT Chopper came in shooting him in the back. "Stop it! **STOP SHOOTING!**" Spider-Man called out.

"Parkers!" Goblin snarled still incoherent to everyone but the Spider's.

"**HOW DO YOU KNOW US?!**" Spider-Man shouted before he jumped to avoid Goblin tackling him but the Green Goblin fell over the edge landing in the water.

When he didn't come up Spider-Man looked at the Helicopters.

"Listen! We're going to go get him! Swing down and-!"

"Both of you on the ground now!"

"What did we do?!" Spider-Man protested.

"Spidey we're wearing masks and went toe to toe with that thing! Do you honestly think that they care if we're trying to help?" Scarlet asked.

"This works for Superman and Flash." Spidey muttered.

"… This isn't a comic!" '_At least not anymore._'

But they were cut off by their Spider-Senses so they took off running as more bullets went flying towards them and it was amazing that none of them were hit by the bullets. Eventually they made it over the edge and made it out of sight.

"Where did they go?"

"Do you have a visual?"

"Negative! Swing around."

Making it back to across the street they got their clothes on and made it back into the building where the Firemen found them trying to get out.

"We were caught under a chalk board." Peter said without thinking and thankfully they bought it.

"Peter!" MJ tackled him with a hug.

"Ow!"

Cody rolled his eyes. "Oh so no hug for me?" He joked.

Peter gave him a look. "Nah you're a big boy."

"Oh shut up!"

"What was that thing?!" Flash shouted. "Did you two get a good look at him?"

"It was the Hulk!" Kong put in.

"Dude doesn't the Hulk live in Utah or something?" Flash asked.

"I'm telling you that it was the Hulk-!"

"It was my father." Everyone stared at Harry. "He didn't die at his lab last week like they said."

"Dude you need a breather." Flash told him.

"That was the Hulk or something." Kong told him.

"In his lab." Harry muttered. "I was there and I saw it."

"Saw what?" Flash asked tactlessly.

Harry grabbed the front of Flash's shirt. "He turned into that! Do you understand?! He turned himself into that thing!" He shouted in Flash's face. "On purpose! Then he killed my Mom, burned down our house and now he's trying to kill me."

A police officer got to Harry. "Maybe it's a good idea if you come with us son."

"Poor Harry." Cody muttered in guilt.

"If that was his Dad then what was he doing?" Peter muttered.

"**PETER! CODY!**" Said Boys turned around to see Aunt May running to them where she hugged them.

"Looks like you got your hug after all." Peter joked before wincing. "Ow!"

"Shut it."

_**~At the bridge~**_

Where the Goblin fell the water stirred as a green hand shot out of it.

**To Be Continued…**

** Okay Review Time**

** Silber D. Wolf: Thank you and I hope to keep this up!**

** Exile037: Thanks and if you think this is great give my Firefox and Gorillaz Story a try.**

** Okay Firefox out!**


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